SBA COMMUNICATIONS CORP — Director's Dealing 2014

Sep 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SBA COMMUNICATIONS CORP (SBAC)
CIK: 0001034054
Period of Report: 2014-09-09

Reporting Person: STOOPS JEFFREY (Director, Chief Executive Officer & Pres)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-09	Class A Common Stock	S	27300	$112.11	Disposed	542563	Indirect
2014-09-09	Class A Common Stock	S	2700	$113.14	Disposed	539863	Indirect
2014-09-10	Class A Common Stock	M	46913	$32.39	Acquired	382832	Direct
2014-09-10	Class A Common Stock	F	24913	$112.70	Disposed	357919	Direct
2014-09-11	Class A Common Stock	G	27000	—	Disposed	330919	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-10	Stock Options (Right to Buy)	$32.39	M	46913	Disposed	2015-02-28	Class A Common Stock (46913)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	5175	Indirect
Class A Common Stock	5175	Indirect
Class A Common Stock	5175	Indirect
Class A Common Stock	3950	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (Right to Buy)	$35.71	2017-03-04	Class A Common Stock (81798)	81798	Direct
Stock Options (Right to Buy)	$42.15	2018-03-04	Class A Common Stock (97483)	97483	Direct
Restricted Stock Units	$		Class A Common Stock (5609)	5609	Direct
Stock Options (Right to Buy)	$47.52	2019-03-06	Class A Common Stock (106450)	106450	Direct
Restricted Stock Units	$		Class A Common Stock (11771)	11771	Direct
Stock Options (Right to Buy)	$72.99	2020-03-06	Class A Common Stock (145228)	145228	Direct
Restricted Stock Units	$		Class A Common Stock (14263)	14263	Direct
Stock Options (Right to Buy)	$95.53	2021-03-06	Class A Common Stock (175529)	175529	Direct
Restricted Stock Units	$		Class A Common Stock (17807)	17807	Direct

Footnotes

F1: Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $112.00 to $112.24 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.

F2: These shares are owned by Calculated Risk Partners, L.P., a Delaware limited partnership ("CRLP"). The Reporting Person and his spouse control the general partner of CRLP. The Reporting Person disclaims beneficial ownership of the stock owned by CRLP except to the extent of his pecuniary interest therein.

F3: Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $113.10 to $113.32 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.

F4: Shares withheld for payment of tax liability and option exercise price.

F5: The Reporting Person gifted these shares to a non-profit foundation of which the Reporting Person serves as the President and one of the two directors in an exempt transaction pursuant to Rule 16b-5 of the Exchange Act.

F6: Each of the four different trusts is for the benefit of one of the Reporting Person's four children.

F7: These options are immediately exercisable.

F8: These options vest in accordance with the following schedule: 24,370 vest on the first anniversary of the grant date and 24,371 vest on each of the second through fourth anniversaries of the grant date (March 4, 2011).

F9: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

F10: These restricted stock units vest in accordance with the following schedule: 5,608 vest on the first anniversary of the grant date and 5,609 vest on each of the second through fourth anniversaries of the grant date (March 4, 2011).

F11: These options vest in accordance with the following schedule: 26,612 vest on each of the first and third anniversaries of the grant date and 26,613 vest on each of the second and fourth anniversaries (March 6, 2012).

F12: These restricted stock units vest in accordance with the following schedule: 5,885 vest on each of the first through third anniversaries of the grant date and 5,886 vest on the fourth anniversary of the grant date (March 6, 2012).

F13: These options vest in accordance with the following schedule: 36,307 vest on each of the first through fourth anniversaries of the grant date (March 6, 2013).

F14: These restricted stock units vest in accordance with the following schedule: 4,754 vest on each of the first through third anniversaries of the grant date and 4,755 vest on the fourth anniversary of the grant date (March 6, 2013).

F15: These options vest in accordance with the following schedule: 43,882 vest on each of the first through third anniversaries of the grant date and 43,883 vest on the fourth anniversary of the grant date (March 6, 2014).

F16: These restricted stock units vest in accordance with the following schedule: 4,451 vest on the first anniversary of the grant date and 4,452 on each of the second through fourth anniversaries of the grant date (March 6, 2014).